Brookline Bancorp CEO Disposes of Vested Shares; Direct Holdings Remain 486,621

Rhea-AI Filing Summary

Paul A. Perrault, Chairman & CEO of Brookline Bancorp, Inc. (BRKL), reported multiple dispositions of common stock on 08/25/2025. The Form 4 shows several sales (transaction code F) at $11.03 per share: 12,883; 4,295; 14,267; and 9,512 shares, reducing his direct holdings to 486,621 shares. The filing also discloses indirect holdings: 4,163 shares held by an ESOP and 75,000 shares held in a Paul A. Perrault GRAT #3. An explanatory note states performance-based restricted shares vested pursuant to the merger agreement under the company’s 2021 Stock Option and Incentive Plan. The form is signed by Perrault via POA on 08/27/2025.

Positive

• Transparent disclosure of multiple dispositions and the vesting reason tied to the merger
• Significant retained ownership after sales: 486,621 shares directly plus 75,000 in a GRAT and 4,163 in an ESOP
• Sales followed vesting of performance-based restricted shares under the 2021 Stock Option and Incentive Plan, consistent with plan terms

Negative

• Insider sold 40,957 shares across four transactions at $11.03, reducing direct holdings
• Material portion of newly vested shares appears to have been disposed of rather than retained

Insights

Financial Analyst

TL;DR: CEO sold material blocks following vesting of performance shares tied to a merger; overall ownership remains substantial.

The report shows multiple sales executed on 08/25/2025 at $11.03 totaling 40,957 shares (12,883 + 4,295 + 14,267 + 9,512). These dispositions follow the vesting of performance-based restricted stock under the 2021 Plan pursuant to the merger agreement. While the sales reduced direct holdings to 486,621 shares, the CEO retains significant direct and indirect ownership (including 75,000 shares in a GRAT and 4,163 via an ESOP). For investors, this is a routine insider liquidity event after vesting rather than an unexpected departure or corporate control change.

Corporate Governance Expert

TL;DR: Vesting due to a merger triggered insider sales; disclosure is complete and follows Rule 16 reporting conventions.

The Form 4 discloses the nature of the vesting event and the transactions were reported by the CEO via POA. The filing identifies his roles as Chairman & CEO and provides direct and indirect holdings breakdown. The presence of GRAT and ESOP holdings is noted, which preserves some alignment with long-term stakeholders. Documentation appears procedural and transparent; no governance red flags are evident from the form alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PERRAULT PAUL A

(Last) (First) (Middle)

131 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BROOKLINE BANCORP INC [ BRKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	08/25/2025		F		12,883(1)	D	$11.03	514,695	D
Common	08/25/2025		F		4,295	D	$11.03	510,400	D
Common	08/25/2025		F		14,267	D	$11.03	496,133	D
Common	08/25/2025		F		9,512	D	$11.03	486,621	D
Common								486,621	D
Common								4,163	I	By ESOP
Common								75,000	I	By Paul A. Perrault GRAT #3

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Performance based restricted stock shares granted pursuant to the Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan. The shares vested pursuant to the terms of the Agreement and Plan of Merger by and among Berkshire Hills Bancorp, Inc., Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc.

Remarks:

	Paul A. Perrault, by Marissa S. Martin, P.O.A.	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did BRKL report for Paul A. Perrault on Form 4?

The Form 4 reports multiple dispositions on 08/25/2025 totaling 40,957 shares sold at $11.03 per share and shows direct holdings of 486,621 shares afterward.

Why were shares sold by the CEO according to the filing?

The filing explains that performance-based restricted stock vested pursuant to the merger agreement under the Brookline Bancorp 2021 Stock Option and Incentive Plan, triggering the reported dispositions.

Does Paul A. Perrault retain any indirect holdings in BRKL?

Yes. The Form 4 discloses 4,163 shares held by an ESOP and 75,000 shares held in Paul A. Perrault GRAT #3 as indirect beneficial ownership.

When were the transactions and when was the Form 4 signed?

Transactions occurred on 08/25/2025. The Form 4 signature (by POA) is dated 08/27/2025.

What transaction code was used for the sales and what does it indicate?

The sales are reported with transaction code F, indicating dispositions (sales) of securities; the filing ties them to vested restricted shares.